Kriel and Another v Kriel and Others (EL: 169/2012, ECD: 469/2012) [2012] ZAECELLC 10 (18 May 2012)

Kriel and Another v Kriel and Others (EL: 169/2012, ECD: 469/2012) [2012] ZAECELLC 10 (18 May 2012)

The court held that the plaintiffs failed to plead sufficient factual averments to bring their claims within the ambit of either section 49 or 50 of the Close Corporations Act. Section 49 is limited to motion proceedings and requires allegations of unfairly prejudicial conduct, which were absent. Section 50 requires pleading a breach of fiduciary duty or negligence and notification to other members, none of which were alleged. The plaintiffs brought the proceedings in their individual capacities rather than on behalf of the corporation, and did not allege breach of fiduciary duty or compliance with statutory notice requirements. Consequently, the particulars of claim did not sustain a...

Citation
[2012] ZAECELLC 10
Parties
Plaintiff: Anthony John Kriel; Plaintiff: Eden Bruce Kriel; Defendant: Geoffrey Colin Kriel; Defendant: Colin Graham Kriel; Defendant: Roger Charles Kriel; Defendant: Mrs Erleen Erna Kriel; Defendant: Glen Eden Holiday Resort CC
Court
Eastern Cape High Court, East London Local Court
Jurisdiction
South Africa
Judgment Date
18 May 2012
Case Number
EL: 169/2012, ECD: 469/2012
Procedural Posture
Civil Trial / Exception to Particulars of Claim
Outcome
Exception upheld; plaintiffs' claims dismissed with costs.
Judges
J.E Smith
Legal Topics
Close Corporation Membership, Exception to Particulars of Claim, Fiduciary Duty, Statutory Cause of Action
Commercial and Corporate Civil Procedure Close Corporation Membership Exception to Particulars of Claim Fiduciary Duty Statutory Cause of Action

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 2 Authorities cited 5 Party arguments 2
Sign in to unlock

Parties

Anthony John Kriel

Plaintiff

Eden Bruce Kriel

Plaintiff

Geoffrey Colin Kriel

Defendant

Colin Graham Kriel

Defendant

Roger Charles Kriel

Defendant

Mrs Erleen Erna Kriel

Defendant

Glen Eden Holiday Resort CC

Defendant

Procedural Posture

Civil Trial / Exception to Particulars of Claim

Legal Issues

  1. 1 Whether the plaintiffs' particulars of claim disclose a cause of action under section 49 or 50 of the Close Corporations Act.
  2. 2 Whether the plaintiffs pleaded sufficient facts to sustain a claim for accounting and payment against the first defendant.
  3. 3 Whether the proceedings were properly brought on behalf of the close corporation or in individual capacities.

Ratio Decidendi

The court held that the plaintiffs failed to plead sufficient factual averments to bring their claims within the ambit of either section 49 or 50 of the Close Corporations Act. Section 49 is limited to motion proceedings and requires allegations of unfairly prejudicial conduct, which were absent. Section 50 requires pleading a breach of fiduciary duty or negligence and notification to other members, none of which were alleged. The plaintiffs brought the proceedings in their individual capacities rather than on behalf of the corporation, and did not allege breach of fiduciary duty or compliance with statutory notice requirements. Consequently, the particulars of claim did not sustain a...

Court Disposition

Exception upheld; plaintiffs' claims dismissed with costs.

Orders

  • The exception is upheld.
  • The plaintiffs' claims are dismissed with costs.